Image: Street in Berlin — Source: Pexels, by Barbara Barbosa (Pexels License).
One investment decision, two very different rulebooks
An investor weighing a subsidiary in Vietnam against one in Germany to serve Asian and European markets asks a down-to-earth question first — not about tax, but about practicalities: how long does incorporation take in each place, what does it cost, and how much capital must be put in?
Both are attractive destinations, but their philosophies differ fundamentally: Vietnam leans toward administrative simplification, while Germany insists on legal formality (notarisation, commercial registration). Here is the comparison across three axes: time, cost, and capital.
Capital: the biggest divide
In Vietnam: there is no general statutory minimum charter capital for limited liability companies (except conditional business lines with legal-capital requirements such as banking, insurance, or real estate). Investors set capital appropriate to the project scale and must fully contribute it within the statutory deadline. For foreign investors, capital is also tied to the project scale stated on the Investment Registration Certificate.
In Germany: the standard vehicle for a foreign-owned subsidiary is the GmbH (limited liability company). Under Section 5(1) of the GmbH Act (GmbHG), minimum share capital is EUR 25,000, of which at least EUR 12,500 must be paid in cash before registration. This is a real capital barrier — not a paper figure. For smaller setups, Germany offers the UG (Unternehmergesellschaft, or “mini-GmbH”) requiring as little as EUR 1 in capital, but 25% of annual profits must be retained until reserves reach EUR 25,000.
Quick takeaway: Vietnam is far more flexible on capital; Germany demands a real financial commitment upfront.
Time: Vietnam is faster, Germany is more formal
In Vietnam: for domestic investors, the main step is enterprise registration for an Enterprise Registration Certificate — typically completed within a few working days with a compliant file. Foreign investors first complete investment procedures (in-principle approval or an Investment Registration Certificate, depending on the project). Notably, the Law on Investment No. 143/2025/QH15 (effective 1 March 2026) draws a clearer line: in many cases investors may establish the business organisation and obtain the Enterprise Registration Certificate before completing Investment Registration Certificate issuance or amendment — a sequencing flexibility that did not exist before.
In Germany: forming a GmbH must go through a notary (Notar): articles of association are drawn up and signed before the notary, a formation bank account (“in Gründung”) is opened for the capital deposit, and the notary files the application with the Commercial Register (Handelsregister) at the local court. From notarisation to Handelsregister entry typically takes 2–4 weeks, depending on bank processing and court backlog; the full process through tax number issuance can run 4–10 weeks. The company legally exists only upon Handelsregister entry.
Cost: Germany is markedly more expensive
In Vietnam: formation costs are mainly the enterprise registration fee, publication fee, and seal costs — modest amounts — plus advisory fees if a service provider is used. No mandatory notarisation for standard filings.
In Germany: notary fees follow the statutory schedule (GNotKG) and scale with share capital; add the court fee for the Handelsregister (around EUR 150) and local trade registration (Gewerbeanmeldung, roughly EUR 20–60). All-in formation costs for a straightforward GmbH run about EUR 1,000–3,000, excluding share capital (which remains the company’s own money). Foreign founders also face translation, consular legalisation, and legal advisory costs.
Summary table
| Criterion | Vietnam | Germany (GmbH) |
|---|---|---|
| Minimum capital | No general requirement (except conditional sectors) | EUR 25,000 (min. EUR 12,500 paid in) |
| Mandatory notarisation | No (normally) | Yes — articles signed before a Notar |
| Registration | Enterprise Registration Certificate | Handelsregister at the local court |
| Typical timeline | Days (domestic); weeks–months for FDI depending on investment procedures | 2–4 weeks to registration; 4–10 weeks all-in |
| Formation cost | Low | Approx. EUR 1,000–3,000 (excl. capital) |
Which should investors choose?
There is no universal answer — it depends on the objective:
- Choose Vietnam for speed, capital flexibility, and low cost; suited to manufacturing and Asian supply-chain expansion.
- Choose Germany for a legal presence at the heart of the EU, credibility with European partners and banks, and single-market access — accepting higher cost, longer timelines, and the EUR 25,000 capital commitment.
In both cases, engage local counsel early: in Vietnam to map the correct investment procedure under the Law on Investment 143/2025/QH15; in Germany to prepare notarial documents and the bank account — the step that most often delays foreign founders.
Conclusion
Incorporating in Vietnam is faster, cheaper, and more flexible on capital; incorporating in Germany as a GmbH requires EUR 25,000 minimum capital, notarised formation, and Commercial Register waiting time — in exchange for a highly credible legal entity in the EU market. Understanding the difference lets investors plan realistic timelines and budgets, avoiding unwelcome surprises after money is committed.
Frequently asked questions
Is there minimum charter capital for a Vietnamese company?
No general minimum applies to LLCs, except conditional business lines with their own legal-capital requirements. Investors set an appropriate level and must contribute it in full within the statutory deadline.
Can a German GmbH be formed with less than EUR 25,000?
Not a standard GmbH. The alternative is the UG (mini-GmbH) from EUR 1, but with mandatory profit retention until reserves reach EUR 25,000 before converting to a GmbH.
Do foreign investors in Vietnam need an Investment Registration Certificate?
It depends on the project. Under the Law on Investment 143/2025/QH15 (effective 1 March 2026), foreign-invested projects subject to investment procedures follow the statutory process, with new flexibility in sequencing the Enterprise Registration Certificate and the Investment Registration Certificate.
How long until a German GmbH is operational?
Typically 2–4 weeks from notarisation to Handelsregister entry; completing tax numbers and related registrations can take 4–10 weeks in total.
What do notary costs for GmbH formation run?
Notary fees follow the statutory schedule and scale with capital; total formation costs (notary, court fee, trade registration) are typically EUR 1,000–3,000, excluding share capital and advisory or translation costs.
This article has been quality-reviewed by the FLAW AI Legal Council
